Contract Law
REVISION NOTES
, Formation of contracts
Freedom of contract
Printing & Numerical Registering Co v Sampson (1874) Sir George Jessel
MR: “if there is one thing which more than another public policy requires it
is that men of full age and competent understanding shall have the utmost
liberty of contracting, and that their contracts when entered into freely and
voluntarily shall be held sacred and shall be enforce by Courts of justice.”
- Public policy demands that everyone with the necessary capacity &
autonomy may enter into any contract they desire & that this sacred
freedom is enforceable by the Courts.
Agreement & objectivity
- When determining the existence of a contract it is necessary to
consider the objective intentions of the parties and whether there was
a consensus ad idum (meeting of minds).
- It is what the parties to the contract say and do that represents their
objective intentions and not what they personally think.
General rule: subjective intentions irrelevant
- Tamplin v James (1880) -> there was no consensus ad idum; however,
the vendor reasonably/objectively believed that the purchaser had a
genuine intention for what he wanted to buy through what he said.
What he thought personally was irrelevant.
o D made an offer to buy ‘lot 1’ of the auctioneer (C), thinking it
included two other plots. C had made clear in the auction the
extent of ‘lot1’ and what it included.
o D’s appeal failed and the court granted an order of specific
performance for D to purchase the lot of C.
Exception: subjective intentions can be relevant
- However, subjective intentions are of some relevance when A knows
or ought to know that O’s offer does not represent his real intentions.
- Hartog v Colin and Shields [1939] -> Precontractual negotiations had
referred to the sale of hare skins at a price per piece, that actual
contract was mistakenly for price per pound.
o A should have known that what O said did not represent his real
intentions and therefore the contract is not enforceable.
o Judge Singleton: “The plaintiff could not reasonably have
supposed that the offer contained the offeror’s real intentions.”
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REVISION NOTES
, Formation of contracts
Freedom of contract
Printing & Numerical Registering Co v Sampson (1874) Sir George Jessel
MR: “if there is one thing which more than another public policy requires it
is that men of full age and competent understanding shall have the utmost
liberty of contracting, and that their contracts when entered into freely and
voluntarily shall be held sacred and shall be enforce by Courts of justice.”
- Public policy demands that everyone with the necessary capacity &
autonomy may enter into any contract they desire & that this sacred
freedom is enforceable by the Courts.
Agreement & objectivity
- When determining the existence of a contract it is necessary to
consider the objective intentions of the parties and whether there was
a consensus ad idum (meeting of minds).
- It is what the parties to the contract say and do that represents their
objective intentions and not what they personally think.
General rule: subjective intentions irrelevant
- Tamplin v James (1880) -> there was no consensus ad idum; however,
the vendor reasonably/objectively believed that the purchaser had a
genuine intention for what he wanted to buy through what he said.
What he thought personally was irrelevant.
o D made an offer to buy ‘lot 1’ of the auctioneer (C), thinking it
included two other plots. C had made clear in the auction the
extent of ‘lot1’ and what it included.
o D’s appeal failed and the court granted an order of specific
performance for D to purchase the lot of C.
Exception: subjective intentions can be relevant
- However, subjective intentions are of some relevance when A knows
or ought to know that O’s offer does not represent his real intentions.
- Hartog v Colin and Shields [1939] -> Precontractual negotiations had
referred to the sale of hare skins at a price per piece, that actual
contract was mistakenly for price per pound.
o A should have known that what O said did not represent his real
intentions and therefore the contract is not enforceable.
o Judge Singleton: “The plaintiff could not reasonably have
supposed that the offer contained the offeror’s real intentions.”
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